GRIFFON CORPORATION ANNOUNCES RECORD OPERATING RESULTS FOR THE FOURTH QUARTER
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 AND FISCAL YEAR ENDED SEPTEMBER 30, 2004 AND INCREASE IN STOCK BUYBACK PROGRAM
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     Jericho, New York, November 4, 2004 - Griffon Corporation  (NYSE:GFF) today
announced record operating  results for the fourth quarter and fiscal year ended
September 30, 2004.  The  increases in sales and earnings in the fourth  quarter
were  primarily  attributable  to the garage doors segment;  improved  full-year
operating  results  were  driven by higher  sales  and  earnings  in each of the
company's business units

     Net  sales  for the  fourth  quarter  increased  to  $369,723,000,  up from
$362,619,000  for the  fourth  quarter  of fiscal  2003.  Pretax  income for the
quarter  rose to  $34,983,000  compared to  $31,565,000  for last year's  fourth
quarter.  Net  income  for the  current  quarter  was  $18,925,000  compared  to
$16,163,000  for the last quarter of 2003.  Diluted  earnings per share was $.61
for the fourth  quarter of fiscal 2004  compared  to $.50 in last year's  fourth
quarter.

     Net sales for the fiscal year ended September 30, 2004 were  $1,393,809,000
compared  to  $1,254,650,000  for fiscal  2003.  Pretax  income for fiscal  2004
increased to $104,749,000 from $83,065,000 last year. Net income for fiscal 2004
was a record $53,859,000,  and diluted earnings per share rose to $1.71 compared
to $1.28 in 2003.

     The company's  building products  operations  performed well throughout the
year,  achieving higher sales and earnings.  The fourth quarter was particularly
strong for the  garage

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doors segment with sales increasing due to improved pricing,  higher unit volume
and  favorable   product  mix.   Garage  doors'   operating   profits   improved
substantially  in the last  quarter  of the year on the  strength  of the  sales
increase,  improved  manufacturing  efficiencies and effective  expense control,
tempered by the effect of higher steel costs.  Installation  services' operating
results were down slightly compared to last year's fourth quarter,  however, the
segment had an outstanding year reflecting gains in sales, earnings and margins.

     In fiscal 2004, specialty plastic films achieved record sales and earnings.
The segment had lower sales and profits in the fourth quarter of fiscal 2004 due
to customer  driven  product  design  changes,  which had the effect of reducing
revenue,  and an increase  in raw  material  (resin)  prices,  partly  offset by
increased  efficiencies.  Earnings growth for fiscal 2004, driven by an increase
in sales and improved  manufacturing  efficiencies,  was  especially  impressive
since  specialty  plastic  films was  addressing  the  product  design  changes,
execution of a significant capital expansion program and increasing raw material
prices.

     Telephonics, the company's electronic information and communication systems
segment,  had a solid fourth quarter,  and finished the year with  substantially
increased sales and profits. Contributing to the improved operating results were
deliveries  under a homeland  security  contract for Ground  Surveillance  Radar
Systems for U.S. Air Force bases worldwide, sales in connection with an award to
develop, manufacture and deliver an advanced surveillance radar for the Canadian
Air Force's CP-140 Aurora Incremental Modernization Program and good performance
under other ongoing programs.

     The  company's  record  operating  performance  in  fiscal  2004  generated
substantial  cash  flow.  Cash  generated  from  operations  for  the  year  was
$106,000,000,  funding capital  expenditures  of $56,000,000,  primarily for the
specialty  plastic films segment.  Also, the

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company continued its stock buyback program,  using approximately  $8,000,000 in
the quarter to acquire 400,000 shares of common stock. For the year, the company
acquired a total of 1.3 million shares for  $28,000,000.  The Board of Directors
has  authorized a one million  share  increase in the  company's  stock  buyback
program, bringing the current authorization to 1.9 million shares.


Griffon Corporation -

o    is a leading  manufacturer  and  marketer of  residential,  commercial  and
     industrial garage doors sold to professional  installing  dealers and major
     home center retail chains;

o    installs and services  specialty  building products and systems,  primarily
     garage  doors,  openers,  fireplaces  and  cabinets,  for new  construction
     markets through a substantial  network of operations located throughout the
     country;

o    is an  international  leader in the  development and production of embossed
     and laminated  specialty  plastic  films used in the baby diaper,  feminine
     napkin, adult incontinent, surgical and patient care markets; and

o    develops  and  manufactures   information  and  communication  systems  for
     government and commercial markets worldwide.





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     "Safe Harbor" Statement under the Private Securities  Litigation Reform Act
of 1995: All  statements  other than  statements of historical  fact included in
this release,  including without limitation  statements  regarding the company's
financial  position,  business  strategy  and the  plans and  objectives  of the
company's management for future operations, are forward-looking statements. When
used  in  this  release,  words  such as  "anticipate",  "believe",  "estimate",
"expect",  "intend",  and similar expressions,  as they relate to the company or
its  management,   identify  forward-looking  statements.  Such  forward-looking
statements  are based on the  beliefs of the  company's  management,  as well as
assumptions  made  by and  information  currently  available  to  the  company's
management.  Actual results could differ  materially from those  contemplated by
the forward-looking statements as a result of certain factors, including but not
limited to, business and economic  conditions,  competitive  factors and pricing
pressures, capacity and supply constraints. Such statements reflect the views of
the  company  with  respect to future  events and are subject to these and other
risks,  uncertainties  and assumptions  relating to the  operations,  results of
operations,  growth strategy and liquidity of the company. Readers are cautioned
not to place undue  reliance on these  forward-looking  statements.  The company
does not undertake to release  publicly any  revisions to these  forward-looking
statements  to  reflect  future  events  or  circumstances  or  to  reflect  the
occurrence of unanticipated events.



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                               GRIFFON CORPORATION
                               -------------------

                              OPERATING HIGHLIGHTS
                              --------------------
                   (in thousands except for per share amounts)

                                                            For the Three Months Ended       For the Twelve Months Ended
                                                                   September 30,                    September 30,
                                                            --------------------------       ---------------------------

                                                                 2004            2003           2004            2003
                                                                 ----            ----           ----            ----
                                                                                               
 Net sales:
   Garage Doors                                               $ 138,103      $ 125,794     $   476,581     $   428,437
   Installation Services                                         78,055         78,718         306,992         289,409
   Specialty Plastic Films                                      100,667        104,389         411,346         381,910
   Electronic Information and Communication Systems              58,473         59,819         220,674         178,693
   Intersegment eliminations                                     (5,575)        (6,101)        (21,784)        (23,799)
                                                              ----------     ----------     -----------    ------------
                                                              $ 369,723      $ 362,619     $ 1,393,809     $ 1,254,650
                                                              ==========     ==========    ============    ============

 Operating income:
   Garage Doors                                               $  15,738      $  10,836     $    42,600     $    33,755
   Installation Services                                          2,716          3,180          10,909           7,380
   Specialty Plastic Films                                       13,793         14,779          52,655          44,244
   Electronic Information and Communication Systems               8,288          7,698          20,224          14,161
                                                              ---------      ---------     -----------     ------------
     Segment operating income                                    40,535         36,493         126,388          99,540
 Unallocated amounts                                             (3,950)        (3,202)        (14,643)        (12,290)
 Interest expense, net                                           (1,602)        (1,726)         (6,996)         (4,185)
                                                              ---------      ---------     -----------     ------------
   Income before income taxes                                    34,983         31,565         104,749          83,065
 Provision for income taxes                                     (12,943)       (11,995)        (38,757)        (29,876)(1)
                                                              ---------      ---------     -----------     -----------
   Income before minority interest                               22,040         19,570          65,992          53,189
 Minority interest                                               (3,115)        (3,407)        (12,133)        (10,167)
                                                              ---------      ---------     -----------     -----------
   Net income                                                 $  18,925      $  16,163     $    53,859     $    43,022
                                                              =========      =========     ===========     ===========
 Earnings per share of common stock:
      Basic                                                       $ .64          $ .53          $ 1.81          $ 1.33
                                                                  =====          =====          ======          ======
      Diluted                                                     $ .61          $ .50          $ 1.71          $ 1.28
                                                                  =====          =====          ======          ======


 (1) Includes benefit of $1.7 million in 2003 on resolution of tax contingencies
     and finalization of income taxes on foreign earnings and remittances.